SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 10
to
SCHEDULE 14D-1(*)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
QVC, INC.
(Name of Subject Company)
QVC PROGRAMMING HOLDINGS, INC.
COMCAST CORPORATION
TELE-COMMUNICATIONS, INC.
(Bidders)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
747262 10 3
(CUSIP Number of Class of Securities)
Stanley L. Wang Stephen M. Brett
Comcast Corporation Tele-Communications, Inc.
1500 Market Street 5619 DTC Parkway
Philadelphia, PA 19102 Englewood, CO 80111
(215) 665-1700 (303) 267-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
------------------------
Copies to:
Dennis S. Hersch Frederick H. McGrath
Davis Polk & Wardwell Baker & Botts, L.L.P.
450 Lexington Avenue 885 Third Avenue
New York, NY 10017 New York, NY 10022
(212) 450-4000 (212) 705-5000
* This Statement also constitutes Amendment No. 11 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 32 to the Schedule 13D filed
by Comcast Corporation in each case with respect to the securities of the
Subject Company.
QVC Programming Holdings, Inc., Comcast Corporation and
Tele-Communications, Inc. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
on August 11, 1994 (as previously amended and supplemented, the "Schedule
14D-1") with respect to Bidders' Offer to Purchase for cash all outstanding
shares of Common Stock and Preferred Stock of the Company.
Information contained in the Schedule 14D-1 as hereby amended and
supplemented with respect to Comcast, Liberty, TCI and the Purchaser and their
respective executive officers, directors and controlling persons is given
solely by such person, and no other person has responsibility for the accuracy
or completeness of information supplied by such other persons.
Capitalized terms used but not defined herein have the meaning
assigned to them in the Offer to Purchase and the Schedule 14D-1.
Item 2. Identity and Background.
(a) - (d) The information set forth under "Introduction" and "The
Tender Offer -- 7. Certain Information Concerning the Purchaser and the Joint
Bidders" in the Offer to Purchase is hereby amended and supplemented to
include the following information:
As previously disclosed, on August 4, 1994, Liberty and Old TCI
consummated the TCI/Liberty Merger, in which each of Liberty and Old TCI
became subsidiaries of TCI, a newly formed holding company. Accordingly, the
business currently conducted by TCI is the business previously conducted by
its wholly-owned subsidiaries, Liberty and Old TCI, prior to the TCI/Liberty
Merger.
In connection with the TCI/Liberty Merger and the subsequent
restructuring of the assets of Old TCI and Liberty, (a) the corporate name of
Liberty has been changed to TCI Cable Investments, Inc. ("Old Liberty") and a
new wholly-owned subsidiary of TCI has been incorporated under the name
"Liberty Media Corporation" ("New Liberty"), (b) Liberty QVC, Inc., which at
the time of the execution of the Joint Bidding Agreement was the wholly-owned
subsidiary of Old Liberty that held all of the Shares to be contributed by Old
Liberty to the Purchaser in the Parent Contribution, has become a wholly-owned
subsidiary of New Liberty, and Liberty QVC, Inc. continues to hold such
Shares, and (c) certain former subsidiaries of TCI that hold Shares have
become wholly-owned subsidiaries of New Liberty or have transferred their
Shares to New Liberty or its wholly-owned subsidiaries.
As a result of the events described in the foregoing paragraph,
TCI and Comcast have entered into a letter agreement (the "TCI Letter
Agreement") dated as of October 13, 1994. The TCI Letter Agreement provides,
among other things, that New Liberty (a) agrees to be bound by all of the
provisions of the Joint Bidding Agreement, (b) assumes and agrees, subject to
the terms and conditions set forth therein, to perform all liabilities and
obligations of Old Liberty under the Joint Bidding Agreement (including, but
not limited to, the obligations regarding the contribution to the Purchaser of
Shares (the "Liberty Shares") and cash in connection with the consummation of
the Offer) and (c) agrees to make an additional contribution to the Purchaser
of the 17,922 shares of Series B Preferred Stock and 113,040 shares of Common
Stock acquired by New Liberty as a result of the transactions described in
clause (c) of the preceding paragraph (the "Liberty Additional Shares") upon
the same terms and conditions as the Liberty Shares are to be contributed to
the Purchaser. The TCI Letter Agreement further provides that the
contribution of the Liberty Additional Shares will reduce the amount of cash
to be contributed by New Liberty to the Purchaser pursuant to the Joint
Bidding Agreement in connection with the consummation of the Offer by
$13,443,960 (which is the amount obtained by multiplying the 292,260 Fully
Diluted Shares comprising the Liberty Additional Shares by the Offer price of
$46 per share of Common Stock), and as a result the Liberty Additional
Contribution (as defined in the Joint Bidding Agreement) will be $6,556,040.
A copy of the TCI Letter Agreement is attached hereto as Exhibit (a)(15), and
the foregoing description is qualified in its entirety by reference to such
Exhibit.
On September 26, 1994, Comcast announced that it had reached an
agreement in principle with the California Public Employees' Retirement System
("CalPERS") to form a joint venture, into which CalPERS will invest $250
million. The joint venture will be owned 55% by Comcast and 45% by CalPERS
and will be managed by Comcast. It is anticipated that the joint venture will
initially acquire the U.S. cable television operations of Maclean Hunter
Limited. As previously disclosed, on June 19, 1994, Comcast announced its
agreement to purchase from RCI such operations for approximately $1.3 billion
in cash, subject to certain purchase price adjustments.
Item 3. Past Contacts, Transactions or Negotiations
with the Subject Company.
(a) - (b) The information set forth under "Introduction",
"Special Factors -- Background of the Transaction" and "-- Interests of
Certain Persons in the Transaction" and "The Tender Offer -- 7. Certain
information Concerning the Purchaser and the Joint Bidders" in the Offer to
Purchase is hereby amended and supplemented to include the information set
forth under Item 2 of this Amendment No. 10 to the Schedule 14D-1 ("this
Amendment").
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under "Special Factors -- Financing
of the Transaction" in the Offer to Purchase is hereby amended and
supplemented to include the information set forth under Item 2 of this
Amendment.
Item 6. Interests in Securities of the Subject Company.
(a) - (b) The information set forth under "Introduction",
"Special Factors -- Background of the Transaction" and "-- Interests of
Certain Persons in the Transaction" and "The Tender Offer -- 7. Certain
information Concerning the Purchaser and the Joint Bidders" in the Offer to
Purchase is hereby amended and supplemented to include the information set
forth under Item 2 of this Amendment.
Item 7. Contracts, Arrangements, Understandings or
Relationships with Respect to the Subject
Company's Securities.
The information set forth under "Introduction", "Special
Factors -- Background of the Transaction" and "-- Interests of Certain
Persons in the Transaction" and "The Tender Offer -- 7. Certain
information Concerning the Purchaser and the Joint Bidders" in the Offer to
Purchase is hereby amended and supplemented to include the information set
forth under Item 2 this Amendment.
Item 10. Additional Information.
(c) and (f) The information set forth under "The Tender Offer --
11. Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
hereby amended and supplemented to include the following information:
On October 26, 1994, the FTC issued subpoenas to Ralph J. Roberts,
Brian L. Roberts, John C. Malone, Peter R. Barton, Barry Diller and Douglas S.
Briggs requiring that they appear for depositions in connection with the
Second Requests issued by the FTC pursuant to the HSR Act. The subpoenas do
not change the waiting periods under the HSR Act applicable to either (i) the
purchase of Shares pursuant to the Offer or (ii) the acquisition by the Parent
Purchasers of the shares of the Purchaser and the Parent Contribution.
Item 11. Material to be Filed as Exhibits.
(a)(15) -- Letter Agreement among TCI Cable Investments, Inc.,
Liberty Media Corporation, Tele-Communications, Inc. and Comcast Corporation
dated as of October 13, 1994.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 4, 1994
QVC PROGRAMMING HOLDINGS, INC.
By: /s/ JULIAN A. BRODSKY
-------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
COMCAST CORPORATION
By: /s/ JULIAN A. BRODSKY
------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
---------------------
Name: Stephen M. Brett
Title: Executive Vice
President
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
(a)(15) Letter Agreement among 8
TCI Cable Investments, Inc.,
Liberty Media Corporation,
Tele-Communications, Inc.
and Comcast Corporation
dated as of October 13,
1994.
Exhibit (a)(15)
[Tele-Communications, Inc. Letterhead with Logo]
Stephen M. Brett
Executive Vice President
Secretary & General Counsel
October 13, 1994
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-4735
Dear Sir:
Reference is made to the letter agreement (the "Agreement") dated
August 4, 1994, among Comcast Corporation ("Comcast"), Liberty Media
Corporation ("Liberty") and Tele-Communications, Inc. ("TCI") pursuant to
which each of Liberty and Comcast agreed, among other things, to transfer
certain shares of QVC, Inc. ("QVC") capital stock owned by it to Comcast
QMerger, Inc. ("QVC Holdings") in connection with the acquisition by Comcast
and Liberty of all of the capital stock of QVC. Capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Agreement.
In connection with the business combination of TCI and Liberty which
was consummated in early August and the subsequent restructuring of the assets
of TCI and Liberty, please be advised that: (a) the corporate name of Liberty
has been changed to "TCI Cable Investments, Inc." ("Old Liberty"), and a new
wholly-owned subsidiary of TCI has been incorporated under the name "Liberty
Media Corporation" ("New Liberty"); (b) Liberty QVC, Inc., which at the time
of the execution of the Agreement was the wholly-owned subsidiary of Old
Liberty which held all of the QVC securities referred to in Schedule IV to the
Agreement, has become a wholly-owned subsidiary of New Liberty, and Liberty
QVC, Inc. continues to hold all of the QVC securities specified in Schedule
IV; and (c) certain former subsidiaries of TCI holding QVC securities have
become wholly-owned subsidiaries of New Liberty or have transferred their QVC
securities to New Liberty or its wholly-owned subsidiaries.
In accordance with the Agreement, New Liberty hereby (i) agrees to be
bound by all of the provisions of the Agreement, (ii) assumes and agrees,
subject to the terms and conditions set forth therein, to perform all
liabilities and obligations of Old Liberty under the Agreement (including, but
not limited to, the contribution to QVC Holdings of (x) all of the QVC
securities specified on Schedule IV to the Agreement to be contributed by Old
Liberty and (y) the Liberty Additional Contribution (as adjusted pursuant to
the terms of this letter agreement)) and (iii) agrees to make an additional
contribution to QVC Holdings of the 17,922 shares of QVC Class B Preferred
Stock and 113,040 shares of QVC common stock acquired by it as a result of the
transactions referred to in clause (c) of the preceding paragraph upon the
same terms and conditions as the Liberty QVC Securities (as defined below) are
to be contributed to QVC Holdings. The parties acknowledge and agree that the
contribution of these additional QVC securities by New Liberty will reduce by
$13,443,960 (which is the product of the additional 292,260 equivalent shares
to be contributed multiplied by $46) the amount of cash New Liberty is
required to contribute to QVC Holdings and, as a result, the amount of the
Liberty Additional Contribution will be $6,556,040.
Therefore, in accordance with the Agreement and at the time specified
therein, New Liberty will contribute to QVC Holdings the QVC securities
specified in Schedule IV to the Agreement (the "Liberty QVC Securities"),
together with 17,922 shares of QVC Class B Preferred Stock and 113,040 shares
of QVC common stock (the "Liberty Additional Securities"), and cash in respect
of the Liberty Additional Contribution in the amount of $6,556,040. Attached
hereto is an Amended and Restated Schedule IV to the Agreement, which the
parties agree will replace Schedule IV to the Agreement in its entirety. In
addition, the parties acknowledge and agree that the transfers of QVC
securities from Old Liberty and TCI to New Liberty do not constitute transfers
of QVC capital stock that are prohibited or otherwise restricted by the
Agreement.
Except as provided herein, the Agreement is hereby ratified,
confirmed and adopted. If the foregoing is acceptable to you, please execute
a copy of this letter agreement and return it to the undersigned.
Very truly yours,
"Old Liberty"
TCI CABLE INVESTMENTS, INC.
By: /s/ Stephen M. Brett
_______________________
Name: Stephen M. Brett
Title: Executive Vice President
"New Liberty"
LIBERTY MEDIA CORPORATION
By: /s/ Stephen M. Brett
_______________________
Name: Stephen M. Brett
Title: Executive Vice President
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
_______________________
Name: Stephen M. Brett
Title: Executive Vice President
Accepted and Agreed as of
the date first above written:
COMCAST CORPORATION
By: /s/ Arthur R. Block
__________________________
Name: Arthur R. Block
Title: Vice President
AMENDED AND RESTATED SCHEDULE IV
TO AGREEMENT DATED AUGUST 4, 1994
QVC SECURITIES HELD
BY COMCAST AND LIBERTY
TO BE CONTRIBUTED TO QVC HOLDINGS
I. Liberty
Common Stock: 6,640,247 shares
Class B Preferred Stock: 17,922 shares (convertible into 179,220
shares of Common Stock)
Class C Preferred Stock: 372,866 shares (convertible into
3,728,660 shares of Common Stock)
II. Comcast
Common Stock: 6,207,434 shares
Class C Preferred Stock: 72,050 shares (convertible into 720,500
shares of Common Stock)
Warrants to Purchase Common Stock: 1,700,000
